OPENLANE, Inc. — Director's Dealing 2021

Mar 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2021-03-02

Reporting Person: Loughmiller Eric M. (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-02	Common Stock	M	1367	—	Acquired	250266.722	Direct
2021-03-02	Common Stock	F	398	$13.99	Disposed	249868.722	Direct
2021-03-02	Common Stock	M	12794	—	Acquired	262662.722	Direct
2021-03-02	Common Stock	F	681	$13.99	Disposed	261981.722	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-02	Restricted Stock Units	$	M	1367	Disposed		Common Stock (1367.0)	Direct
2021-03-02	Restricted Stock Units	$	M	12794	Disposed		Common Stock (12794.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$11.74	2024-02-27	Common Stock (97204.0)	97204	Direct
Restricted Stock Units	$		Common Stock (2353.0)	2353	Direct
Restricted Stock Units	$		Common Stock (16038.485)	16038.485	Direct
Restricted Stock Units	$		Common Stock (10157.0)	10157	Direct

Footnotes

F1: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on March 2, 2021.

F2: Includes 4,159.139 shares acquired pursuant to the Company's Employee Stock Purchase Plan.

F3: Shares withheld by the Company to satisfy tax withholding requirements.

F4: All of these options are currently exercisable.

F5: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F6: These restricted stock units were subject to a time-vesting requirement and vested and settled in common stock as follows: one-third of these restricted stock units vested on March 2, 2019, one-third of these restricted stock units vested on March 2, 2020 and the remaining one-third of these restricted stock units vested on March 2, 2021.

F7: These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vested on February 22, 2020, one-third of these restricted stock units vested on February 22, 2021 and the remaining one-third of these restricted stock units vest on February 22, 2022, assuming continued employment through the applicable vesting date.

F8: These restricted stock units were subject to a time-vesting requirement and vested and settled in common stock on March 2, 2021.

F9: These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on February 22, 2022, assuming continued employment through the applicable vesting date.

F10: These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: 4,979 of these restricted stock units vested on February 21, 2021, 5,007 of these restricted stock units vest on February 21, 2022 and the remaining 5,150 of these restricted stock units vest on February 21, 2023, assuming continued employment through the applicable vesting date.